Name, Membership, Location and Purpose Article I Section 1. The name of this incorporated Association is: Lost River Valley Property Owners' Association, Inc. (hereinafter referred to as the "Association"). Section 2. The membership shall be as set forth in the Amended Lost River Valley Declaration of Covenants, and Restrictions (hereinafter referred to as the "Declaration") filed in the Office of the Hardy County Commission Clerk along with the Articles of Incorporation and each property owner's individual deed. Section 3. The principal office of the Association shall be located in the State of West Virginia, Hardy County, District of Lost River. The mailing address of the Association shall be the registered business address of the Association, or the home address of the current Association Secretary. Section 4. The purposes for which the Association is formed are: a) to maintain, improve, and repair the roads, common lands, and rights of way in the Lost River Valley Subdivision; b) to assess, collect, and administer funds for the purpose described in Article I.4(a) as set forth in the Declaration; c) to make capital improvements and acquisitions authorized by Article IV of the Declaration; and d) to engage in such other activities specified in the Declaration and as directed by the membership. Article II Meetings of Members Section 1. Annual Meetings. The annual meeting of the Members shall be held on the first Saturday in June of year, at 1:00 P.M. (Eastern Time), for the purpose of electing Directors of the Association, and for transacting such other business as may come before the meeting. The annual meeting shall take place on the grounds of the Lost River Valley Subdivision or in close proximity thereto, such place being determined by the Board of Directors. Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President upon demand of three (3) members of the Board of Directors, or upon written request of Association Members representing one-forth (1/4) of all the votes of Class A membership as defined in the Declaration. Section 3. Notice of Meeting. [modified June, 2013] Written notice of each meeting of the Members shall be given by mailing a copy of such notice, postage prepaid, or by e-mail (if such Member has previously consented ) at least fifteen (15) days but not more than thirty (30) days before such meeting to each Member of the Association. This notice shall be sent to the Member's address or e-mail address last appearing on the books of the Association, or as supplied by such Member to the Association for the purposes of notice. Such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting. Section 4. Quorum. At any meeting of Members, the presence of Members, or of proxies, representing one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented in any meeting, the Members in attendance shall have power to adjourn the meeting without notice other than announcement at the meeting. The Board of Directors shall then schedule a new meeting and give appropriate notice to the members as specified in Article II.3. Section 5. Proxies. [modified June, 2013] At all meetings of Members, each Member may vote in person or by proxy. All proxies shall be executed in writing, by the Member or his duly authorized attorney, and shall be filed with the Secretary not later than immediately prior to the start of the scheduled meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his Lot. A proxy shall cease to be valid one week after the date of its execution unless otherwise provided in the proxy. Article III Board of Directors: Description, Selection and Term of Office Section 1. Board of Directors. The affairs of the Association shall be managed by a Board of Directors (hereinafter referred to as the "Board") including the President, Vice President, Secretary, Treasurer and the Member-At-Large (hereinafter referred to as "Officers"). Section 2. Nomination. All nominees for Officers must be members of the Association. Nominations for the election of Officers may be in writing to the Secretary prior to an annual meeting. Nominations may also be made from the floor at the annual meeting. Such nominations must be made by members. Section 3. Election of Officers. At each annual meeting the members shall elect Officers for a term of one year running from 1 July through 30 June of the following year. Election of the Officers shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration and these By-Laws. The Secretary shall cause to be available for inspection by any member at the meeting the lot numbers of all proxies and to whom they have been assigned, but not the specific voting instructions contained therein. Section 4. Removal. Any Officer may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation, or removal of an Officer, a successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor, except as prescribed in Article IV. Section 5. Compensation. No Officer shall receive compensation for any service he may render to the Association. However, any Officer may be reimbursed for his actual expenses incurred in the performance of his duties. Article: IV Board of Directors and Their Duties Section 1. President. The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments of the Association and shall co-sign all promissory notes of the Association. Section 2. Vice President. The Vice President is to act in place and stead of the President in the event of the President's absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board. Section 3. Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members, and keep current the appropriate records showing the Members of the Association together with their addresses. The Secretary shall be responsible for keeping one set of all Association records on hard copy. The Secretary shall exercise and discharge such other duties as may be required of him by the Board. Section 4. Treasurer: a) The treasurer shall receive and deposit in appropriate bank accounts and other investments approved by the Board all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; keep proper books of account; and shall send written notice of assessment to prepare and present to the membership at the annual meeting a statement of income and expenditures for the previous fiscal year and a projected statement of income and expenditures for the current fiscal year. b) In payment of all Association obligations, each paper check shall be signed by the Treasurer and countersigned by one other member of the Board whose signature shall be on file at the Association's bank of record. Additionally, the Treasurer can register for secure, encrypted Internet banking for all Association accounts at the Association's bank of record and perform electronic banking procedures when appropriate. The Treasurer shall be empowered to conduct secure online transactions in the name of the Board. Only the President and the Treasurer shall have access to the username and password of the Internet account. On a quarterly basis, the Treasurer shall inform the Board of all banking transactions. Section 5. Member at Large. The Member at Large shall exercise and discharge such duties as may be required of him by the Board. Article V Meetings of Board of Directors Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and hour as may be fixed from time to time by resolution of the Board, but not less frequently than twice a year. Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President, or by any two (2) Officers, after not less than three (3) days notice to each Officer. Section 3. Quorum. A majority of the Officers shall constitute a quorum for the transaction of business. Each Officer shall have one vote. Every act or decision made by a majority of the Officers present at a duly held Meeting at which a quorum is present shall be regarded as an act of the Board. Section 4. Action Taken Without a Meeting. The Officers shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Officers. Any action so approved shall have the same effect as though taken at a meeting of the Board of Directors. Section 5. Conflict of Interest by an Officer(s). If business comes before the Board and an Officer(s) has a direct interest in the outcome of the decision, sail Officer(s) shall withdraw from voting on such business. Article VI Powers and Duties of the Board of Directors Section 1. Powers. The Board of Directors shall have the power to: a) adopt and publish rules and regulations governing the use of the subdivision roads and the personal conduct of the Members and their guests within the subdivision properties, and to establish and enforce penalties for the infraction thereof as provided in the Declaration; b) exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, or the Declarations; c) declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and d) employ an independent contractor, or such other employee as they deem necessary, and to prescribe appropriate duties and compensation. Insure that said independent contractor has sufficient liability insurance to perform assigned tasks. e) suspend the voting rights of a member during any period in which such member shall be in default in the payment of any assessment of the Association, with the exception that even though a member is in default in the payment of an assessment levied by the Association that member may still vote on any issue that would relate to amending the covenants relating to the subdivision. (1989 amended to add the entire paragraph) Section 2. Duties. It shall be the duty of the Board of Directors to: a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Members; b) supervise all agents and employees of the Association, and to see that their duties are properly performed; c) issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment. d) procure and maintain adequate liability and hazard insurance on property owned by the Association; e) procure and maintain adequate liability insurance on the Board of Directors and cause all Officers or employees having fiscal responsibilities to be bonded; and f) cause the subdivision's roads, common lands, and rights of way to be adequately maintained. Article VII Legal Liability of the Officers All legal liability of and judgments against the Officers, collectively and individually, as well as the legal cost for their defense, arising from the execution of their powers and duties or from their endeavoring to accomplish the purposes of the Association as set forth in the By-Laws and the Declaration, shall be assumed by the Association. The Association shall obtain insurance for their protection as required in Article VI.2(e). Article VIII Committees The Board of Directors may appoint an Architectural Control Committee; a Road Representatives Advisory Committee; and any other committees as deemed appropriate in carrying out its purposes. Section 1. Architectural Control Committee: The Board of Directors may appoint an Architectural Control Committee as provided in the Declaration. Section 2. Road Representatives Advisory Committee a) Establishment and Membership: The Road Representatives Advisory Committee will consist of a Representative from each of the five major road complexes in the Association – 1) Wildlife Drive complex of roads, 2) Settlers Valley Way complex of roads, 3) Whispering Pines complex of roads, 4) Meadow Lane, and 5) Moonshine Hollow. The five Road Representatives shall be appointed by the Board of Directors not later than the second Board of Directors' Meeting for a newly elected Board and shall serve at the pleasure of the Board. The appointed Representatives must own property in the area that they are appointed to represent. b) Road Representative’s Duties: The Representative of a major Association road will be responsible for communicating the conditions of the roads, concerns and interests of his constituency to the Board, The Road Representatives shall exercise and discharge such other duties as may be required of them by the Board. Section 3. The Board may appoint such other committees as deemed appropriate in carrying out its purposes. Article IX Books and Records The Books, records, and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection by any Member. The Declaration, Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies my be purchased at a reasonable cost. Article X Assessments As more fully provided in the Declaration, each Member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. If the assessment is not paid within thirty (30) days after the due date, it shall be declared delinquent; the assessment shall incur a late fee of Five (5) Dollars, shall bear interest from the date of delinquency at the rate of nine percent (9%) per annum, and the Association may bring an action at law against the Owner personally obligate to pay same (interest, costs and reasonable attorney's fees of any such action shall be added to the amount of such assessment). Article XI Amendments Section 1. These By-Laws may be amended, at any regular or special meeting of the Members, by a vote of a majority of a quorum of members present in person or by proxy, provided that the proposed amendment be offered in writing and that notice of the said proposed amendment be mailed to all members, together with a copy of same, at least fifteen (15) days prior to the meeting at which said proposed amendment shall come before the membership for vote. Section 2. In the case of any conflict between the Declaration and these By-Laws, the Declaration shall control. Article XII Miscellaneous The Fiscal Year of the Association shall begin on the first day of January and end on the 31st day of December of every year. Article XIII Use of Association Road for Commercial Logging Section 1. Commercial logging is the cutting down and removal of trees on an owner's lot for which the owner is paid a sum of money, whether in fact or in kind. Section 2. If a property owner, in conjunction with commercial logging, uses the Association's roads to bring in or out heavy logging equipment and to remove the logs using heavy log trucks, there is a distinct possibility that such operations could damage the Association roads. The Association roads were never built to sustain repeated use by fully loaded log trucks, especially the number of log trucks associated with clear-cut logging operations. Additionally, the Association roads were never built to sustain repeated heavy truck traffic during muddy conditions. Section 3. No commercial logging involving the use of Association roads shall be commenced upon any property in the Association until the owner of such property has: a) submitted in writing to the Board of Directors a plan for commercial logging, including: 1) Listing of the property to be logged; 2) The type of logging, whether select, clear cut or other; 3) The percentage of the property to be logged; 4) The specific Association roads that are intended to be used; 5) An estimate of the expected amount of logging truck traffic on Association roads per day; 6) The expected start date and expected completion date; and 7) The impact, if any, of future storm run-off onto Association roads, ditches or culverts due to trails cut or lack of groundcover. b) clearly flagged the boundaries of his property and the area to be logged; c) deposited with the Association Board of Directors a Road Damage Security Deposit in the amount of $10,000 either in cash or bond, payable to the Association; and d) completed (in person or by the property owner's designee) a pre-inspection of the roads with a representative of the Association to establish the baseline against which to assess any damages to the roads due to commercial logging. The Association Board of Directors has 14 days after receiving the logging plan to complete this pre-inspection. Section 4. The Road Damage Security Deposit shall be held by the Association until such time as: a) the property owner notifies the Board of Directors that logging is completed; b) the Board of Directors, or its representative, has had an opportunity to inspect the Association roads used; and c) the Board of Directors has determined the extent of any damage to Association roads that has occurred as the result of the commercial logging. Section 5. If the Board of Directors determines that no damage has occurred or that any damage has been fully repaired, the total amount of the Road Damage Security Deposit will be refunded to the property owner. If the Board of Directors determines that road damage has occurred and has not been fully repaired, the Board of Directors will cause the damage to be corrected by a contractor of its choosing, shall deduct the cost of the corrective work from the Road Damage Security Deposit, and shall refund the remainder to the property owner. In the event that the cost of the corrective work is more than the Road Damage Security Deposit, the Board of Directors shall assess such overage amount to the property owner. Failure to pay the overage amount within thirty days shall subject the owner to the late fees, interest and action at law as provided in Article X of these By-Laws. Section 6. Use of Association roads shall be limited to that needed to access the property, bring in and remove logging equipment, and take out the material logged. At no time shall log consolidation yards, cut logs, debris or loading equipment be placed on or stored on any Association road or within the 60-foot road right-of-way. All tree tops and other waste shall be removed from the property logged and disposed of in a manner so as to conceal it from view during winter months from the Association roads. No action will be taken by the property owner or his logging personnel during the logging operations that would impede the natural flow of water in ditches or culverts in proximity to Association roads. Commercial logging is prohibited on Fridays, Saturdays, Sundays and Federal holidays. Section 7. The commercial logging of trees within the 60-foot right of way of Association roads shall not be undertaken without the written approval of the Board of Directors. If the Board fails to approve or disapprove such a written request within 30 days of submission, approval shall be deemed to have been received. Section 8. There being a significant safety issue associated with operating fully loaded log trucks on Association roads, especially since there are several steep hills on Association roads and some Association roads are essentially single lane roads, any property owner engaging in commercial logging is responsible for insuring that all logging trucks comply with the Association’s road speed limit of 15 MPH. If road safety is impaired by non-compliance with the speed limit by logging trucks, the Board of Directors may direct that Association roads cannot continue to be used for such logging operations. Amendment History Original By-Laws registered as part of the Articles of Incorporation 2/7/88. Incorporated and amended By-Laws presented to [and] approved by unanimous vote by Association Members at Annual Meeting on 6/3/89. Revisions to By-Laws presented to and approved by majority vote of Association Members at Annual Meeting on 6/5/04. Revisions to By-Laws, adding Article XIII – Use of Association Roads for Commercial Logging, presented to and approved by majority vote of Association Members at Annual Meeting on 6/4/05.